Crescent Energy Company SEC Filings

Crescent Energy Finance LLC, a subsidiary of Crescent Energy, reported strong early participation in its exchange offers for Vital Energy’s senior notes.

By the early tender deadline, holders had tendered $280,962,000 of the $298,214,000 outstanding 7.75% notes due 2029, or 94.21%, and $230,573,000 of the $302,364,000 outstanding 9.750% notes due 2030, or 76.26%. Eligible holders who tendered by this date will receive $1,000 of new Crescent notes for each $1,000 of Vital notes exchanged, while later tenders before the December 30, 2025 expiration receive $970.

Required consents have been obtained to adopt amendments that would remove most restrictive covenants and certain defaults from the Vital indentures, and all holders as of settlement are entitled to a $2.50 per $1,000 consent fee. The exchange offers remain subject to conditions, including completion of Crescent’s acquisition of Vital, with settlement currently expected on January 2, 2026.

Crescent Energy Company reported that its indirect subsidiary, Crescent Energy Finance LLC, has launched private exchange offers for Vital Energy’s senior notes. CE Finance is offering to exchange any and all 7.750% Senior Notes due 2029 for up to $298,214,000 of new 7.750% Senior Notes due 2029, and any and all 9.750% Senior Notes due 2030 for up to $302,364,000 of new 9.750% Senior Notes due 2030, both issued by CE Finance.

Alongside the exchanges, CE Finance is soliciting consents from eligible holders to amend Vital’s existing note indentures to remove substantially all restrictive covenants, certain events of default and other provisions. If the required consent threshold is met for a series, all holders as of the settlement date will receive $2.50 in cash per $1,000 principal amount of that series, subject to stated conditions. The announcement is made in the context of a proposed business combination between Crescent Energy and Vital, which is being pursued under a previously filed Form S-4 and joint proxy statement/prospectus.

Crescent Energy Company furnished an 8-K providing unaudited pro forma condensed combined financial information tied to its recent and pending deals. The filing includes pro formas giving effect to the Ridgemar Acquisition, the previously reported SilverBow acquisition, and the pending all‑equity merger with Vital Energy as if consummated on January 1, 2024.

Exhibit 99.1 presents pro forma Statements of Operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025, reflecting Ridgemar and SilverBow. Exhibit 99.2 presents a pro forma Balance Sheet as of September 30, 2025 and Statements of Operations for the same 2024 and nine‑month periods, reflecting Vital, Ridgemar, and SilverBow. The information under Items 2.02, 7.01 and 8.01 is furnished and not deemed “filed.”

The company also notes a Form S‑4 for the Vital transaction that includes a preliminary joint proxy statement/prospectus, which has not been declared effective. Standard cautionary and “no offer or solicitation” statements apply.

Crescent Energy Company (CRGY) reported Q3 2025 results. Revenue was $866.6 million, up from $744.9 million a year ago, while the quarter showed a net loss of $9.5 million as higher depreciation and an $73.5 million impairment offset operating gains. Interest expense was $72.6 million in the quarter.

For the first nine months, Crescent generated $2.71 billion in revenue and $1.31 billion in net cash from operating activities, with $1.52 billion used in investing, reflecting development spending and acquisitions. Long‑term debt was $3.22 billion and cash and cash equivalents were $3.5 million at quarter‑end.

Strategically, Crescent closed the Ridgemar acquisition for $807.2 million in cash plus 5.5 million Class A shares, with up to $170.0 million in contingent consideration. It also agreed to an all‑equity Vital Energy merger, offering 1.9062 Crescent Class A shares per Vital share. A Corporate Simplification eliminated Class B stock; Class A shares outstanding were 254,631,591 as of October 31, 2025.

Crescent Energy Company (CRGY) announced its financial and operating results for the quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 to a Form 8-K. The information under Item 2.02 and Item 7.01 is furnished and not deemed “filed” under the Exchange Act.

The filing also references a proposed business combination between Crescent and Vital Energy, Inc. Crescent has filed a preliminary Form S-4 that includes a joint proxy statement/prospectus, which has not been declared effective. The transaction will be submitted to the stockholders of both companies. Investors are directed to review the registration statement and joint proxy statement/prospectus when available for important information.

Crescent Energy (CRGY) amended its revolving credit facility. The Thirteenth Amendment provides an automatic increase in the borrowing base to $3.9 billion from $2.6 billion, effective upon the consummation of the proposed business combination with Vital Energy, subject to conditions. The amendment also extends the revolving loan maturity to October 22, 2030 from April 10, 2029, reduces pricing to SOFR + 1.75%–2.75%, and raises the aggregate maximum credit amount to $6.0 billion.

Elected commitments remain at $2.0 billion, indicating no immediate change to available commitments but greater headroom once the Transaction closes. These changes are intended to take effect through the amended terms within the existing syndicated facility administered by Wells Fargo, with Item 2.03 reflecting the creation of a direct financial obligation under the amended agreement.

Crescent Energy Company filed Amendment No. 1 to its Form S-4 for a stock-for-stock acquisition of Vital Energy. Each share of Vital common stock will be converted into the right to receive 1.9062 shares of Crescent Class A common stock, with cash paid in lieu of fractional shares. The market value of the consideration will vary with Crescent’s share price: it equaled approximately $18.95 per Vital share on August 22, 2025 and approximately $15.23 on October 21, 2025.

Special meetings are set for December 12, 2025 to seek Crescent stockholder approval of the share issuance and Vital stockholder adoption of the merger agreement. Immediately following closing, Crescent’s existing stockholders are expected to hold approximately 77% of Crescent Class A common stock and Vital’s stockholders approximately 23%. Support agreements cover about 29% of Crescent Class A shares and an investor group holding about 20% of Vital shares is required to vote with the Vital Board recommendation, subject to limited exceptions. If completed, Vital will cease trading and Crescent Class A will continue on the NYSE under “CRGY.”

Crescent and Vital have agreed to a two-step merger under a Merger Agreement approved by both boards on August 24, 2025. Under the deal, each Vital share will convert into 1.9062 shares of Crescent Class A Common Stock. Immediately after closing, Crescent holders are expected to own approximately 77% of Crescent Class A Common Stock and Vital holders 23%. The Crescent board and Crescent Special Committee and the Vital board unanimously recommend stockholder approval; key advisors (Jefferies, Intrepid and Houlihan Lokey) provided fairness opinions to their respective clients.

The agreement includes a $76.9 million Crescent termination fee, voting and support agreements covering ~29% of Crescent stock and Henry Investors agreeing to vote ~20% of Vital shares in line with Vital’s board. The Merger is intended to be tax-free if it qualifies as a Section 368 reorganization, but Crescent and Vital have not sought an IRS ruling and the IRS could challenge that treatment.